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Denarius Metals Capital/Financing Update 2020

Nov 19, 2020

44279_rns_2020-11-19_49ec4f02-db57-422f-a36e-43777f719421.pdf

Capital/Financing Update

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CIBC Canadian Banks Index (AR) Autocallable Coupon Buffer Notes, Series 28

Principal At Risk Notes – Due December 7, 2027 (November 19, 2020)

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

CIBC Canadian Banks Index (AR) Autocallable Coupon Buffer Notes, Series 28

Linked toSolactive Canada Bank30 AR Index 4.20% Semi-annualContingent CouponPayments(8.40% per annum) Semi-annual AutocallFeature (starting inJune 2021) Variable BufferedDownside Protection
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Investment Highlights

Currency: CAD Denominated.
Reference Index: Solactive Canada Bank 30 AR Index*. The Reference Index is an adjusted return index that aims to track the grosstotal return performance of the Solactive Canada Bank TR Index (the "Target Index"), subject to a reduction of asynthetic dividend of 30 index points per annum calculated daily in arrears on a 360 day basis at the time theReference Index is calculated (the "Adjusted Return Factor").
Cash Flow: The Notes offer the opportunity to obtain semi-annual Coupon Payments equal to the Coupon Amount of $4.20 perNote if the Reference Index Return on the applicable Valuation Date is greater than or equal to -25.00%.
Call Feature: The Notes will automatically be called by CIBC on a Call Date if the Reference Index Return on the applicableValuation Date is greater than or equal to 0.00%.
BufferedDownsideProtection: If the Notes are not automatically called by CIBC and if the Reference Index Return at maturity is negative, theNotes provide principal protection at maturity if the Reference Index Return is greater than or equal to -25.00% onthe final Valuation Date. If, however, the Reference Index Return is less than -25.00% on the final Valuation Date,the Variable Amount will be equal to the product of (i) the Reference Index Return plus 25.00%; and (ii) 133.33%(which will be negative in these circumstances and will result in a loss of a portion of the Principal Amount atmaturity), subject to a minimum Maturity Amount of $1.00 per Note.
Term Available Until Issue Date Maturity Date(if not called) MinimumInvestment How to Buy
7 years December 1, 2020 December 7, 2020 December 7, 2027 $5,000 Wood Gundy: SyndNETThird Party: FundservCBL11463
Distribution Group
British Columbia 877 858-9332 Québec 855 847-6696
Ontario 866 474-4166 Atlantic Canada 888 847-6407
Prairies 866 391-8633 Fundserv Client Services 866 474-0142

*The performance of the Reference Index reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. Investors will not have any right to receive any dividends or other distributions on any securities included in the Target Index. The annual dividend yield of the securities included in the Target Index was 4.98% for the 12 months ended November 9, 2020, which would represent aggregate dividends of 34.86% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

Hypothetical Examples

The following hypothetical examples show how the Coupon Payments and the Maturity Amount would be calculated under three different scenarios. The Reference Index Return will be calculated based on the performance of the Reference Index, which reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Index at any time during the term of the Notes or the return that may be paid on the Notes. The actual performance of the Reference Index will be different from these hypothetical examples and the differences may be material.

Hypothetical Scenario #1 with no Coupon Payments payable and the Notes are not called prior to maturity

In this hypothetical scenario, the Reference Index Return was less than −25.00% on each Valuation Date. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would not be entitled to receive a Coupon Payment on any of the Coupon Payment Dates. The Variable Amount at maturity will be -$22.67 per Note, calculated as the product of $100.00 x (-42.00% + 25.00%) x 133.33%, as the Reference Index Return is less than −25.00% on the final Valuation Date. In this example the total cumulative return is -22.67% (which is equal to an annual compounded return of −3.61%).

Semi-Annual Valuation Date Reference Index Return Coupon Payment
Issue Date 0.00%
1 0-46.00%.00% $0.00
2 0-29.00%.00% $0.00
3 0-40.00%.00% $0.00
4 0-40.00%.00% $0.00
5 0-43.00%.00% $0.00
6 0-47.00%.00% $0.00
7 0-38.00%.00% $0.00
8 0-43.00%.00% $0.00
9 0-33.00%.00% $0.00
10 0-33.00%.00% $0.00
11 0-41.00%.00% $0.00
12 0-49.00%.00% $0.00
13 0-36.00%.00% $0.00
14 0-42.00%.00% $0.00
Total Coupon Payments $0.00
= $100.00 x (-42.00% + 25.00%) x 133.33%
Variable Amount = -$22.67
Maturity Amount $77.33
Annual Compounded Return -3.61%

Hypothetical Scenario #2 with Coupon Payments payable on eight Coupon Payment Dates and the Notes are not called prior to maturity

In this hypothetical scenario, the Reference Index Return was below 0.00% on each Valuation Date and the Reference Index Return was less than −25.00% on six Valuation Dates. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would be entitled to receive Coupon Payments on eight Coupon Payment Dates (aggregate Coupon Payments of $33.60 over the term of the Notes). The Variable Amount at maturity will be the product of $100.00 x 0.00%, as the Reference Index Return was greater than −25.00% on the final Valuation Date. In this example the total cumulative return is 33.60% (which is equal to an annual compounded return of 4.23%).

Semi-Annual Valuation Date Reference Index Return Coupon Payment
Issue Date 0.00%
1 0-27.00%.00% $0.00
2 0-49.00%.00% $0.00
3 0-29.00%.00% $0.00
4 0-36.00%.00% $0.00
5 0-43.00%.00% $0.00
6 0-33.00%.00% $0.00
7 0-15.00%.00% $4.20
8 0-16.00%.00% $4.20
9 0-4.00%.00% $4.20
10 0-20.00%.00% $4.20
11 0-23.00%.00% $4.20
12 0-22.00%.00% $4.20
13 0-21.00%.00% $4.20
14 0-8.00%.00% $4.20
Total Coupon Payments $33.60
Variable Amount $0.00
Maturity Amount $100.00
Annual Compounded Return 4.23%

Hypothetical Scenario #3 with Coupon Payments payable on ten Coupon Payment Dates and the Notes are called prior to maturity

In this hypothetical scenario, the Reference Index Return was greater than 0.00% on the tenth Valuation Date and the Reference Index Return was greater than -25.00% on ten Valuation Dates. Accordingly, the Notes were automatically called by CIBC on the related Call Date following the tenth Valuation Date and Investors would be entitled to receive Coupon Payments on ten Coupon Payment Dates (aggregate Coupon Payments of $42.00 over the term of the Notes). Since the Reference Index Return on the tenth Valuation Date was greater than 0.00%, the Variable Amount will be equal to $0.00 per Note, calculated as the product of $100.00 x 0.00%. In this example the total cumulative return is 42.00% (which is equal to an annual compounded return of 7.26%).

Semi-Annual Valuation Date Reference Index Return Coupon Payment
Issue Date 0.00%
1 0-3.00%.00% $4.20
2 0-2.00%.00% $4.20
3 0-18.00%.00% $4.20
4 0-18.00%.00% $4.20
5 0-15.00%.00% $4.20
6 0-13.00%.00% $4.20
7 0-10.00%.00% $4.20
8 0-21.00%.00% $4.20
9 0-6.00%.00% $4.20
10 013.00%.00% $4.20
Total Coupon Payments $42.00
Variable Amount $0.00
Maturity Amount $100.00
Annual Compounded Return 7.26%

Investment Details

Issuer: Canadian Imperial Bank of Commerce ("CIBC").
Principal Amount: $100.00 (Par) per Note.
Issue Size: Maximum $50,000,000 (500,000 Notes).
Minimum Subscription: $5,000 (50 Notes).
Reference Index: The Solactive Canada Bank 30 AR Index. The Reference Index is an adjusted return indexthat aims to track the performance of the Solactive Canada Bank TR Index, subject to areduction of a synthetic dividend of 30 index points per annum calculated daily in arrearson a 360 day basis at the time the Reference Index is calculated. The level of theReference Index on November 9, 2020 was 598.82. The Adjusted Return Factor divided bythe level of the Reference Index was therefore equal to 5.01% on November 9, 2020. Overthe term of the notes, the sum of the Adjusted Return Factor of 30 points per annum willbe approximately 210 index points, representing 35.07% of the level of the Reference Indexon November 9, 2020. The Target Index is a gross total return index that reflects theapplicable price changes of its constituent securities and any dividends and distributionspaid in respect of such securities. For the calculation of the level of the Target Index, anydividends or other distributions paid on the constituent securities of the Target Index areassumed to be reinvested across all the constituent securities of the Target Index. There isno assurance of the ability of issuers of the securities comprising the Target Index todeclare and pay dividends or make distributions in respect of the constituent securitiesof the Target Index or to sustain or increase such dividends and distributions at orabove historical levels.
Issue Date: December 7, 2020.
Maturity Date / Term: December 7, 2027 (7 years), provided that if such date is not a Business Day then theMaturity Date will be the immediately following Business Day, subject to the Notes beingautomatically called by CIBC on any Call Date and subject to the occurrence of a MarketDisruption Event.
Coupon Payment Dates: The dates specified below, provided that if any such day is not a Business Day, then theCoupon Payment Date will be the next Business Day, subject to the occurrence of a MarketDisruption Event:

June 7, 2021June 7, 2022June 7, 2023June 7, 2024June 9, 2025June 8, 2026June 7, 2027 December 7, 2021December 7, 2022December 7, 2023December 9, 2024December 8, 2025December 7, 2026December 7, 2027
Coupon Payments: eligible to receive a Coupon Payment equal to $4.20 per Note (the "Coupon Amount").Coupon Payments will be determined as follows:to -25.00%, the Coupon Payment will equal the Coupon Amount; andCoupon Payment will be $0.00 per Note.$58.80 per Note (based on $4.20 per Note payable on each Coupon Payment Date). Nothe relevant Valuation Date is less than -25.00% or if the Notes have been automaticallycalled by CIBC on a preceding Call Date. There is no guarantee that any Coupon Paymentswill be paid during the term of the Notes. On each semi-annual Coupon Payment Date during the term of the Notes, Investors will beif the Reference Index Return on the relevant Valuation Date is greater than or equalif the Reference Index Return on the relevant Valuation Date is less than -25.00%, theThe total Coupon Payments payable to Investors over the term of the Notes will not exceedCoupon Payments will be paid on a Coupon Payment Date if the Reference Index Return on
Call Feature: The Notes will be automatically called by CIBC on a Call Date if the Reference Index Returnon the applicable Valuation Date is greater than or equal to 0.00%.
Call Dates: The dates specified below (based on an Issue Date of December 7, 2020), provided that ifthe Issue Date is postponed, each Call Date will be postponed by an equivalent number ofdays, and provided further that if any such date is not both a Business Day and at least fiveBusiness Days following the applicable Valuation Date, the applicable Call Date will bepostponed until the next Business Day that is at least five Business Days following theapplicable Valuation Date, in each case subject to the occurrence of a Market DisruptionEvent:June 7, 2021December 7, 2021
June 7, 2022 December 7, 2022
June 7, 2023 December 7, 2023
June 7, 2024 December 9, 2024
June 9, 2025 December 8, 2025
June 8, 2026 December 7, 2026
June 7, 2027 -
Reference Index Return: The Reference Index Return will be a number (positive or negative), expressed as apercentage, determined as follows:(Index LevelVD – Index LevelID) / Index LevelID, wherethe "Index LevelVD" will be the Closing Level on the applicable Valuation Date; andthe "Index LevelID" will be the Closing Level on the Issue Date, provided that if theIssue Date is not an Exchange Day, the Index LevelID shall be determined on the nextfollowing Exchange Day (in which case references to the Closing Level on the IssueDate shall be deemed to refer to the Closing Level on such next following ExchangeDay),subject in each case to the provisions set out under "Market Disruption Events,Adjustments and Substitutions and Extraordinary Events" in the Prospectus.
Valuation Dates: The dates specified below, provided that if any such day is not an Exchange Day, then theapplicable Valuation Date will be the immediately preceding Exchange Day, subject to theoccurrence of a Market Disruption Event:
May 28, 2021 November 30, 2021
May 31, 2022 November 30, 2022
May 31, 2023 November 30, 2023
May 31, 2024 December 2, 2024

June 2, 2025June 1, 2026 December 1, 2025November 30, 2026
May 28, 2027 November 30, 2027
Maturity Amount: Investors will be entitled to receive on the later of (a) the fifth Business Day following thefinal Valuation Date and (b) the Maturity Date (the "Maturity Payment Date") (or on a CallDate, if the Notes are automatically called by CIBC prior to the Maturity Date) in respect ofeach Note held by such Investor, an amount (the "Maturity Amount") equal to the sum of(i) the Principal Amount and (ii) the Variable Amount, which will either be nil or negative,subject to a minimum Maturity Amount of $1.00 per Note.
Variable Amount: the following:0.00%, if the Reference Index Return is greater than or equal to -25.00% on theapplicable Valuation Date; orAmount at maturity), if the Reference Index Return is less than -25.00% on theapplicable Valuation Date.If the Notes are called by CIBC, Investors will not be entitled to receive any further returnthat they would have otherwise been entitled to receive if the Notes had not been calledby CIBC. The Variable Amount for a Note is an amount equal to the product of $100.00 multiplied bythe product of (i) the Reference Index Return plus 25.00%; and (ii) 133.33% (which willbe negative in these circumstances and will result in a loss of a portion of the Principal
Secondary Market and Early TradingAmount: to CIBC WM, but reserves the right not to do so, in its sole discretion, at any time withoutany prior notice to Investors. Under no circumstances will CIBC WM provide a secondarymarket for the Notes on or following a Valuation Date for the Notes if the Notes will beAmount and will reflect the deduction of an early trading amount of 3.78% per Noteinitially, declining daily by 0.042% to 0.00% after 90 days. A sale of Notes originallylimitations established by the Fundserv network.An Investor who disposes of a Note to CIBC WM in the secondary market will generally berequired to include in income as interest the amount, if any, by which the sale priceexceeds the Principal Amount of such Note. Investors who dispose of a Note prior toConsiderations" in the Pricing Supplement. The Notes will not be listed on any securities exchange or quotation system. CIBC WorldMarkets Inc. ("CIBC WM") intends to provide a daily secondary market for the sale of Notescalled by CIBC on the applicable Call Date. No other secondary market for the Notes will beavailable. Any sale in the secondary market may be made at a price less than the Principalpurchased using the Fundserv network will be subject to certain additional procedures andmaturity should consult their own tax advisors. See "Certain Canadian Federal Income Tax
Calculation Agent: CIBC WM.
Registered Account Eligibility: RRSPs, RRIFs, RESPs, RDSPs, certain DPSPs, and TFSAs.

Fundserv is a registered trademark of Fundserv Inc.

Disclaimer

This document should be read in conjunction with the short form base shelf prospectus dated November 5, 2019 (the "Prospectus") and the CIBC Pricing Supplement No. 711 to the Prospectus dated November 19, 2020 (the "Pricing Supplement").

An investment in the Notes involves risks not associated with conventional fixed rate or floating rate debt securities. None of CIBC, the Dealers or any of their respective affiliates, associates, or any other person or entity guarantees that holders of Notes will receive an amount equal to their original investment in the Notes or guarantees that any return will be paid on the Notes (subject to the minimum Maturity Amount of $1.00 per Note) at or prior to maturity of the Notes. Amounts paid to holders of the Notes will depend on the performance of the Reference Index. An investment in Notes is not suitable for a purchaser who does not understand (either on his or her own or with the help of a financial advisor) the terms of the Notes or the risks associated with the Notes and with structured products, options or similar financial instruments generally. See "Risk Factors" in the Prospectus and "Certain Risk Factors" in the Pricing Supplement. "Solactive" is a registered trademark of Solactive AG and has been licensed for use. Solactive AG makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Notes in particular. Neither Solactive AG nor any of its affiliates are involved in the operation or distribution of the Notes and neither Solactive AG nor its affiliates shall have any liability for operation or distribution of the Notes or the failure of the Notes to achieve their investment objective.

The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking institution.

The principal amount of the Notes will not be fully guaranteed and, subject to the minimum Maturity Amount of $1.00 per Note, will be at risk. As a result, Investors could lose substantially all of their original investment in the Notes.

CIBC WM intends to provide a secondary market for the sale of Notes to CIBC WM but reserves the right not to do so, in its sole discretion, at any time without any prior notice to holders of Notes. There is no other market through which the Notes may be sold and purchasers may not be able to re-sell Notes.

CIBC WM is a wholly-owned subsidiary of CIBC. By virtue of such ownership, CIBC is a "related issuer" and a "connected issuer" of CIBC WM within the meaning of applicable securities legislation. See "Plan of Distribution" in the Prospectus.